UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2009
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Commission File Number: 1-31349 |
Commission File Number: 333-08354 |
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THOMSON REUTERS CORPORATION |
THOMSON REUTERS PLC |
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(Translation of registrant's name into English) |
(Translation of registrant's name into English) |
3 Times Square
New York, New York 10036, United States
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Thomson Reuters Corporation:
Form 20-F o Form 40-F x
Thomson Reuters PLC:
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
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THOMSON REUTERS
CORPORATION |
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(Registrant) |
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By: |
/s/ Marc E. Gold |
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Name: Marc E. Gold | |||
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Title: Assistant Secretary | |||
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THOMSON REUTERS PLC |
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(Registrant) |
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By: |
/s/ Marc E. Gold |
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Name: Marc E. Gold | |||
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Title: Assistant Secretary | |||
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Date: August 25, 2009 |
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EXHIBIT INDEX
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Exhibit Number
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Description
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News release dated August 25, 2009— Thomson Reuters Obtains Court Approval for Unification of Dual Listed Company Structure |
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FOR IMMEDIATE RELEASE |
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Thomson Reuters Obtains Court Approval for Unification of Dual Listed Company Structure |
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Closing and settlement information provided for shareholders |
NEW YORK, NY, August 25, 2009 - Thomson Reuters (NYSE: TRI; TSX: TRI; LSE: TRIL; NASDAQ: TRIN), the world’s leading source of intelligent information for businesses and professionals, today announced that it has obtained UK court approval to unify its dual listed company (DLC)
structure. Thomson Reuters shareholders overwhelmingly approved the unification earlier this month, and there are no additional approvals required for closing.
The last day of trading in Thomson Reuters PLC ordinary shares on the London Stock Exchange and American Depositary Shares (ADSs) on Nasdaq will be on September 9, 2009 and the unification will close on September 10, 2009. Thomson Reuters Corporation common shares will continue to trade on the Toronto Stock Exchange (TSX) and the New York
Stock Exchange (NYSE) under the symbol “TRI”.
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Type of Shareholder
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Unification Consideration |
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Thomson Reuters PLC ordinary shareholders
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Each ordinary share will be exchanged for one Thomson Reuters Corporation common share.
To facilitate the holding of shares in the UK through CREST (the UK electronic settlement system), Thomson Reuters PLC shareholders will receive Depository Interests (DIs). DIs represent entitlements to common shares and have the same voting and economic interests as common shares. However, DIs are not traded on the TSX or NYSE.
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Thomson Reuters PLC ADS holders
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Each ADS will be exchanged for six Thomson Reuters Corporation common shares.
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Thomson Reuters Corporation common shareholders
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No change to existing shares. |
Effective September 10, 2009, former Thomson Reuters PLC shareholders who receive DIs will be able to convert their DIs into common shares by contacting Computershare in Canada and the United States by phone at 1.877.624.5999 or by e-mail at globaltransactionteam@computershare.com,
and in the United Kingdom and elsewhere outside of Canada/United States by phone at 44.870.702.0003, ext. 1075, or by e-mail at allukglobaltransactionteam@computershare.co.uk. Thomson Reuters will pay all applicable conversion fees between September 10, 2009 and December 10, 2009. Additional information about the DIs is available in the “Investor Relations” section of www.thomsonreuters.com.
Thomson Reuters expects settlement of newly-issued common shares and DIs to occur on or about September 14, 2009.
Thomson Reuters Obtains Court Approval
Page 2 of 3
Holders of Thomson Reuters shares as of August 21, 2009 are entitled to receive a dividend of US$0.28 per share on September 15, 2009. Due to the timing of the closing of the unification, Thomson Reuters PLC shareholders who previously enrolled in the company’s dividend reinvestment plan (DRIP) will receive this dividend in cash.
Enrollment information for the Thomson Reuters Corporation DRIP is available in the “Investor Relations” section of www.thomsonreuters.com.
A more detailed expected timetable of key dates related to the proposed unification is provided below.
Proposed DLC Unification
Expected Timetable of Key Events as of August 25, 2009
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Deadline for settlement and registration of transfers in Thomson Reuters PLC shares for inclusion in the Scheme of Arrangement
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1:00 p.m. (EDT) / 6:00 p.m. (BST) on Wednesday, September 9, 2009 |
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Scheme record time
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1:00 p.m. (EDT) / 6:00 p.m. (BST) on Wednesday, September 9, 2009 |
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Last trading day for Thomson Reuters PLC ordinary shares on the London Stock Exchange and ADSs on Nasdaq
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Wednesday, September 9, 2009 |
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Effective date of Unification and the Scheme
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Thursday, September 10, 2009 |
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Settlement of newly-issued Thomson Reuters Corporation common shares and Depository Interests (DIs)
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Monday, September 14, 2009 |
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Payment date for US$0.28 per share dividend for holders of Thomson Reuters shares as of August 21, 2009
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Tuesday, September 15, 2009 |
The CUSIP and ISIN numbers for Thomson Reuters Corporation common shares and DIs will be identical and are as follows:
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CUSIP Number |
ISIN Number | |
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Thomson Reuters Corporation Common Shares/DIs
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884903 10 5 |
CA8849031056 |
Thomson Reuters Obtains Court Approval
Page 3 of 3
Thomson Reuters
Thomson Reuters is the world's leading source of intelligent information for businesses and professionals. We combine industry expertise with innovative technology to deliver critical information to leading decision makers in the financial, legal, tax and accounting, healthcare and science and media markets, powered by the world's most
trusted news organization. With headquarters in New York and major operations in London and Eagan, Minnesota, Thomson Reuters employs more than 50,000 people and operates in over 100 countries. Thomson Reuters shares are listed on the New York Stock Exchange (NYSE: TRI); Toronto Stock Exchange (TSX: TRI); London Stock Exchange (LSE: TRIL); and Nasdaq (NASDAQ: TRIN). For more information, go to www.thomsonreuters.com.
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CONTACTS | |
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Fred Hawrysh
Senior Vice President, Corporate Affairs
+1.646 223 5285
fred.hawrysh@thomsonreuters.com |
Frank Golden
Senior Vice President, Investor Relations
+1.646 223 5288
frank.golden@thomsonreuters.com |
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Victoria Brough
Head of External Affairs, EMEA
+44 (0) 207 542 8763
victoria.brough@thomsonreuters.com |
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